MINUTES of the Extraordinary General Meeting of Shareholders

Number of votes held by the persons that participated in the 33,396,122,096
general meeting for this issue on the general meeting agenda
Number of votes cast for each voting option
quorum was reached
For 31,750,402,601 95.0721%
Against 837,422,136 2.5075%
Abstained 119,384,259 0.3575%
The resolution was adopted.
For issue 52:
1. JSC Inter RAO UES Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Sochinskaya TPP (OGRN:
1022302933630) as provided for by this resolution and the agreement for takeover of.
2. The agreement for takeover of JSC Inter RAO UES Holding, RAO UES
INTERNATIONAL, OAO Severo-Zapadnaya CHPP, OAO Kaliningradskaya CHPP-2, OAO
Ivanovskie CCGTs by OAO Sochinskaya TPP (Appendix 49) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Inter RAO UES Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC Inter RAO UES Holding under which the rights
and duties of RAO UES of Russia transfer to OAO Sochinskaya TPP.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Inter RAO UES
Holding into the shares in OAO Sochinskaya TPP shall be defined:
4.1. All shares in JSC Inter RAO UES Holding shall be converted into the shares in OAO
Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP as a result of a takeover of JSC
Inter RAO UES Holding, as well as into the additional shares in OAO Sochinskaya TPP.
4.2. Additional ordinary shares in OAO Sochinskaya TPP shall provide to the shareholders the
same rights as the outstanding ordinary shares in OAO Sochinskaya TPP in accordance with the
Articles of Association of OAO Sochinskaya TPP and the laws of the Russian Federation.
4.3. Share conversion ratios:
238.8667268847130000 ordinary shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of one thousand
(1,000) rubles;
260.8284853512910000 preference shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of one thousand
(1,000) rubles.
If prior to the date of placement of shares in JSC Inter RAO UES Holding, the shares in OAO
Sochinskaya TPP are split through an increase in the par value of one ordinary share in OAO
Sochinskaya TPP from one thousand (1,000) rubles to ten (10) kopecks, conversion ratios shall be
as follows:
0.0238866726884713 ordinary shares in JSC Inter RAO UES Holding shall be converted
into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10) kopecks;
0.0260828485351291 preference shares in JSC Inter RAO UES Holding shall be
converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10)
kopecks.
4.4. The number of ordinary shares in OAO Sochinskaya TPP receivable by each shareholder of
JSC Inter RAO UES Holding shall be calculated by dividing the number of a certain category of
shares in JSC Inter RAO UES Holding owned by such shareholder by the applicable conversion
ratio.
If in the calculation of shares in OAO Sochinskaya TPP receivable by any shareholder of JSC
Inter RAO UES Holding the calculated number of shares to be held by such shareholder of JSC
150